This report demonstrates how one predominantly low-income school district dramatically improved student engagement in the classroom and increased high school graduation rates through project-based learning (PBL) and the effective use of technology. The report, which includes short video segments with educators and students, focuses on Talladega County Schools in Alabama, where technology is an important component that builds students' abilities to solve real-world problems; master college- and career-ready academic standards; and develop skills in communication, collaboration, critical thinking, and other deeper learning competencies. "Building a Foundation" describes how Talladega implemented a PBL model using a digital learning framework to engage students with an extended inquiry learning process that paired complex questions with carefully designed tasks. It also identifies key factors that supported the county's transformation and includes several recommendations for schools and school districts interested in changing their own learning models. [Contains endnotes.]